EXHIBIT 5.1
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[LETTERHEAD OF EPSTEIN BECKER & GREEN, P.C.]
January 12, 2001
ON Technology Corporation
One Cambridge Center
Cambridge, MA 02142
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 filed by ON
Technology Corporation with the Securities and Exchange Commission on January
12, 2001 (Registration No. _______), as amended (the "Registration Statement"),
in connection with the registration under the Securities Act of 1933, as
amended, of a total of 2,800,000 shares of Common Stock, $.01 par value per
share, in ON Technology Corporation (the "Shares"). We understand that the
Shares are to be sold from time to time on the Nasdaq National Market at
prevailing prices or as otherwise described in the Registration Statement. As
your legal counsel, we have examined the proceedings taken by you in connection
with the sale of the Shares.
It is our opinion that the Shares are legally and validly issued, fully
paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
EPSTEIN BECKER & GREEN, P.C.
/s/ Epstein Becker & Green, P.C.
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By: Gabor Garai, Member
